REPRESENTATIONS AND WARRANTIES OF B. Except as set forth in the Disclosure Schedule delivered by B to A, the Company and TW concurrently with the execution of this Agreement (the "B DISCLOSURE SCHEDULE") or in the B SEC Reports (as defined below) that have been filed with the SEC, and made publicly 16 available through XXXXX, after December 31, 2000 and prior to the date hereof, B hereby represents and warrants to A, the Company and TW that:
REPRESENTATIONS AND WARRANTIES OF B. A. Network 9 2.1 - Organization 9 2.2 - Capital 10 2.3 - Subsidiaries 10 2.4 - Directors and Officers 10 2.5 - Financial Statements 10 2.6 - Investigation of Financial Condition 10 2.7 - Compliance with Laws 10 2.8 - Litigation 11 2.9 - Authority 11 2.10 - Ability to Carry Out Obligations 11 2.11 - Full Disclosure 11 2.12 - Material Contracts 11 2.13 - Indemnification 12 2.14 - Transactions with Officers and Directors 12 2.15 - Background of Officers and Directors 12 2.16 - Employee Benefits 13 ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF ACEI 13 3.1 - Organization 13 3.2 - Capital 13 3.3 - Subsidiaries 14 3.4 - Directors and Officers 14 3.5 - Financial Statements 14 3.6 - Absence of Changes 14 3.7 - Absence of Undisclosed Liabilities 14 3.8 - Tax Returns 14 3.9 - Investigation of Financial Condition 14 3.10 - Trade Names and Rights 14 3.11 - Compliance with Laws 15 3.12 - Litigation 15 3.13 - Authority 15 3.14 - Ability to Carry Out Obligations 15 3.15 - Validity of ACEI Shares 15 3.16 - Full Disclosure 15 3.17 - Assets 15 3.18 - Material Contracts 16 3.19 - Compliance With SEC Reporting Requirements 16
REPRESENTATIONS AND WARRANTIES OF B. W ------------------------------------- B&W represents and warrants to Star:
REPRESENTATIONS AND WARRANTIES OF B. A. Network
REPRESENTATIONS AND WARRANTIES OF B. G B/G and each of the Partners, jointly and severally, represent and warrant to ICT as follows (excepting the representations set forth in Section 3.5 which are made severally and not jointly):
